United States Securities and Exchange Commission Washington, D.C
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________________________________________ FORM 8-K ______________________________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 22, 2021 ______________________________________________________ AT&T INC. (Exact Name of Registrant as Specified in Charter) ______________________________________________________ Delaware 001-08610 43-1301883 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 208 S. Akard St., Dallas, Texas 75202 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code (210) 821-4105 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities Registered Pursuant to Section 12(b) of the Act Trading Name of each exchange Title of each class Symbol(s) on which registered Common Shares (Par Value $1.00 Per Share) T New York Stock Exchange Depositary Shares, each representing a 1/1000th interest in a share of 5.000% Perpetual Preferred Stock, Series A T PRA New York Stock Exchange Depositary Shares, each representing a 1/1000th interest in a share of 4.750% Perpetual Preferred Stock, Series C T PRC New York Stock Exchange AT&T Inc. 2.650% Global Notes due December 17, 2021 T 21B New York Stock Exchange AT&T Inc. 1.450% Global Notes due June 1, 2022 T 22B New York Stock Exchange AT&T Inc. 2.500% Global Notes due March 15, 2023 T 23 New York Stock Exchange AT&T Inc. 2.750% Global Notes due May 19, 2023 T 23C New York Stock Exchange Trading Name of each exchange Title of each class Symbol(s) on which registered AT&T Inc. Floating Rate Global Notes due September 5, 2023 T 23D New York Stock Exchange AT&T Inc. 1.050% Global Notes due September 5, 2023 T 23E New York Stock Exchange AT&T Inc. 1.300% Global Notes due September 5, 2023 T 23A New York Stock Exchange AT&T Inc. 1.950% Global Notes due September 15, 2023 T 23F New York Stock Exchange AT&T Inc. 2.400% Global Notes due March 15, 2024 T 24A New York Stock Exchange AT&T Inc. 3.500% Global Notes due December 17, 2025 T 25 New York Stock Exchange AT&T Inc. 0.250% Global Notes due March 4, 2026 T 26E New York Stock Exchange AT&T Inc. 1.800% Global Notes due September 5, 2026 T 26D New York Stock Exchange AT&T Inc. 2.900% Global Notes due December 4, 2026 T 26A New York Stock Exchange AT&T Inc. 1.600% Global Notes due May 19, 2028 T 28C New York Stock Exchange AT&T Inc. 2.350% Global Notes due September 5, 2029 T 29D New York Stock Exchange AT&T Inc. 4.375% Global Notes due September 14, 2029 T 29B New York Stock Exchange AT&T Inc. 2.600% Global Notes due December 17, 2029 T 29A New York Stock Exchange AT&T Inc. 0.800% Global Notes due March 4, 2030 T 30B New York Stock Exchange AT&T Inc. 2.050% Global Notes due May 19, 2032 T 32A New York Stock Exchange AT&T Inc. 3.550% Global Notes due December 17, 2032 T 32 New York Stock Exchange AT&T Inc. 5.200% Global Notes due November 18, 2033 T 33 New York Stock Exchange AT&T Inc. 3.375% Global Notes due March 15, 2034 T 34 New York Stock Exchange AT&T Inc. 2.450% Global Notes due March 15, 2035 T 35 New York Stock Exchange AT&T Inc. 3.150% Global Notes due September 4, 2036 T 36A New York Stock Exchange AT&T Inc. 2.600% Global Notes due May 19, 2038 T 38C New York Stock Exchange AT&T Inc. 1.800% Global Notes due September 14, 2039 T 39B New York Stock Exchange AT&T Inc. 7.000% Global Notes due April 30, 2040 T 40 New York Stock Exchange AT&T Inc. 4.250% Global Notes due June 1, 2043 T 43 New York Stock Exchange AT&T Inc. 4.875% Global Notes due June 1, 2044 T 44 New York Stock Exchange AT&T Inc. 4.000% Global Notes due June 1, 2049 T 49A New York Stock Exchange AT&T Inc. 4.250% Global Notes due March 1, 2050 T 50 New York Stock Exchange AT&T Inc. 3.750% Global Notes due September 1, 2050 T 50A New York Stock Exchange AT&T Inc. 5.350% Global Notes due November 1, 2066 TBB New York Stock Exchange AT&T Inc. 5.625% Global Notes due August 1, 2067 TBC New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 8.01 Other Events. Throughout this document, AT&T Inc. is referred to as “we” or “AT&T.” AT&T is a holding company whose subsidiaries and affiliates operate worldwide in the telecommunications, media and technology industries. Overview We announced on April 22, 2021 that first-quarter 2021 net income attributable to common stock totaled $7.5 billion, or $1.04 per diluted share. First-quarter 2021 income per diluted share included amounts totaling to $1.3 billion, or $0.18 per share, resulting from the following significant items: $0.30 noncash actuarial gain on remeasurement of our pension benefit plan assets and obligations and $(0.12) for the amortization of merger-related intangible assets. The results compare with a reported net income attributable to common stock of $4.6 billion, or $0.63 per diluted share, in the first quarter of 2020. Operating revenues in the first quarter of 2021 were $43.9 billion, up 2.7 percent from the first quarter of 2020, driven by higher Mobility revenues in our Communications segment, primarily from equipment sales, and growth in Direct-to-Consumer subscription and advertising revenues at our WarnerMedia segment. This increase was partially offset by declines in Video, lower Business Wireline services in our Communications segment and foreign exchange pressure in our Latin America segment. Operating revenues were also impacted by the fourth-quarter 2020 sale of our wireless and wireline operations in Puerto Rico and the U.S. Virgin Islands. Operating expenses in the first quarter of 2021 were $36.3 billion, up 2.8 percent, primarily due to increased domestic wireless equipment costs, additional Direct-to-Consumer programming and marketing costs and higher sports costs. Also contributing to the higher comparative expenses was the first-quarter 2020 gain on spectrum transaction, which did not recur in 2021. Partially offsetting these expense increases was lower depreciation and amortization expense, largely due to the lower cost basis of long-lived assets resulting from video impairments taken in the fourth-quarter of 2020 and ceasing depreciation and amortization on held-for- sale Video assets. Operating income in the first quarter was $7.7 billion compared to $7.5 billion in the comparable 2020 period, and AT&T’s first- quarter operating income margin was 17.4 percent, compared to 17.5 percent in the comparable 2020 period. Cash from operating activities in the first quarter of 2021 was $9.9 billion, up $1.1 billion when compared to 2020, reflecting higher sales of equipment installment receivables and other working capital improvements. Capital expenditures in the first quarter of 2021 were $4.0 billion, and when including $1.7 billion cash paid for vendor financing, gross capital investment was $5.7 billion. Segment Summary We analyze our segments based on, among other things, segment contribution, which consists of operating income, excluding acquisition-related costs and other significant items, and equity in net income (loss) of affiliates for investments managed within each segment. Our reportable segments are: Communications, WarnerMedia and Latin America. In the first quarter of 2021, we updated our Communications and WarnerMedia segments as follows: Communications segment results were recast to remove the Video and Government Solutions held-for-sale businesses, instead reporting those results in Corporate and Other. Further updates include: • Business Wireline business unit – Consistent with the way we are managing the unit going forward, we now characterize revenues of business Wireline as either “service” or “equipment” revenues. Accordingly, we have recast prior year revenues to conform to this presentation. • Consumer Wireline business unit (formerly Broadband) – Prior to December 2020, the Consumer Wireline and Video businesses were historically operated as a single business unit, which included our U-verse products that provide both video and broadband services to customers and run on a shared network infrastructure.